European Company Law
This course will provide a comprehensive overview of the law of business organizations in Europe. Students will become acquainted with the basic private and commercial law concepts on which the law of business organizations is built. The typology of business organizations will be explained, especially the structural differences between unincorporated (partnerships) and incorporated enterprises (companies). Particular emphasis will be put on the formation of business organizations, the raising of capital, the governance structure, the rights of members, the protection of creditors, the affiliation of companies and the problem of codetermination by labour representatives. The course will be based on a comparative analysis of the company laws of the three most influential legal systems (Germany, France and England) as well as on the various pieces of EU legislation in the field of company law (directives for the harmonization of company laws, regulations for the establishment of supranational “European” companies). Students will also be introduced to the basic concepts of conflict of laws rules (private international law) as applied to companies. In this context, the relevance of the freedom of establishment (Art. 49, 54 TFEU) for cross-border restructurings of companies will be analyzed in light of recent ECJ jurisprudence.
The course is intended to provide students with an understanding of the reasons why legal systems based on market economies have developed different types of business organization. Also, they will be able to realize that the choice a special legal form by the parties who want to set up a business organization, always depends on the economic objectives of the parties. At the end of the course, students should be able to advise some hypothetical clients which choice would be best for their specific purposes.
The final grade is based on class-participation [10%] and a written final exam [90%]. Unsatisfactory oral assignments may result in additional written assignments.
The final examination is 3 hours open book in-class exam, with 3 different problem sections and a limited number of questions, including a hypothetical case.